Safety First
by Follow-ur-Shadow
Summary: Oliver unexpectedly finds himself helping Felicity train and quickly comes to the realization it's not just her safety that's motivating the impromptu lessons.
1. Lesson one: avoid distractions

**Safety First**

 **Category** : Friendship/Romance

 **Pairing** : Olicity

 **Summary** : Oliver unexpectedly finds himself helping Felicity train and quickly comes to the realization it's not just her safety that's motivating the impropmtu lessons.

 **Warnings** : Slight spoilers for 2x14 'Time of Death'. No warnings just fluff.

 **Disclaimer** : Own nadda.

 **Authors Notes** **:** My first Arrow fic :) Set somewhere around season one. I'm planning a group of one-shot chapters that will all loosely follow on from each other. Reviews are always appreciated and welcome!

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Felicity Smoak is his IT girl, _not_ a field agent... or at least that's what he told himself the first time he saw her dressed in workout gear. He'd been flippant about it, pointing out that her talent sat with computers not running around playing G.I. Jane.

In hindsight that had been a mistake for two reasons; firstly because he'd completely missed the fact she was feeling insecure and secondly because he'd discovered, not long after, that he couldn't always be around to protect her. The bullet she'd taken for Sara had well and truly rammed that truth home and he'd made sure to tell her afterwards that she was always going to be his girl, reassuring them both of her place on team arrow, before going home to deal with his own short-comings.

He'd learnt his lesson... so when he catches her throwing punches in the darkened arrow lair he decides to abandon his plans to leave and stick around for a bit. _What could it hurt?_

Placing his bag gently on the ground, he's careful not to disturb the quiet as he watches her. It's late and everyone else has gone home, something he would have done too if not for the stench of garbage and sewer that had to be scrubbed from his skin. It's been a long day and he relaxes into the few minutes of silence, stealing them to properly assess her technique. It's not terrible. She's got a strong stance and her throws are determined but the drive is weakened by her shoulders, the muscles lacking the necessary definition to gain a good momentum.

Not that he's complaining.

The tight spandex works in her favor highlighting that she's definitely more women than warrior and his eyes stall lower than they should appreciating the fact until his brain kicks in. Now is not the time to be checking her out and he clears his throat, announcing his presence before his thoughts land him in trouble. "Not bad... but you need to lift your elbow more."

The comment startles her and she jumps as he steps from the shadows, trying to mask a rush of embarrassment. "When did you... actually you know what? I don't want to know... I was _just_ -" she pauses taking a breath, "have you ever thought about getting one of those collars with a bell?"

"I've thought about it-" he hides a smirk, keeping his face deadpan as he approaches her, "couldn't find one in green."

"Then that is your Christmas present sorted..." she mumbles it to herself, titling her gaze up as he takes a lazy step over the mat. At first she isn't sure what he's doing but when his hands land squarely on her shoulder she quickly takes the hint and turns back to the bag. "It's okay, you don't have to-"

"Yes, I do." He cuts her off, positioning her elbow so her stance is more structured. If he's going to help her then he's going to do it right. "I was a jerk the other day... there's nothing wrong with you learning a few moves, especially if it means keeping you safer."

She doesn't miss the protective edge as his fingers breeze up her arm or the masculine soapy smell that settles around her. He's clearly just had a shower and she's suddenly conscious of her own hygiene, having spent most of the day crawling around in the dust and grime trying to repair a damaged circuit board.

"I'm not clean-" she blurts out the statement before her brain can filter the thought. "I'm mean you smell _really_ clean. Not that I was smelling you or anything because that would be way weird but I'm sure you don't want to get dirty again. Not that I'm saying we're going to get dirty, so _not_ what I meant-"

"Felicity _,_ " he bites his inner cheek to keep from smiling, " _focus_."

"Uhuh."

She swallows sharply, acutely aware of his hand pressed against her back.

Focus.

She can do that... just as soon as she recovers from the heart attack she's most definitely having.

"Keep your hips spread diagonally to the punch," his voice is low and commanding, urging her into the position and he's surprised at how easily she submits to the direction.

It shouldn't effect him but it does, causing an inquisitive jolt to rush through him. Would she be this submissive in a more intimate setting or would she be more interested in taking control? His chest tightens at the thought, fully aware that her bedroom preferences should not be the first thing on his mind right now and he quickly dismisses the idea with a soft, steady breath, "you want to turn your shoulders and drive your elbow back... then swing through your front and into the bag. Got it?"

 _Got what?_ She wonders, hoping the comment hasn't made it past her mouth. She has a bad habit of letting things slip when she's distracted or dazed and his close proximity is definitely a number one catalyst for both. It's not until he finally lets his hand drop that she actually remembers to breathe, biting her lip in order to recall his instructions, "got it... keep my legs spread and start swinging."

Her eyes widen at the inappropriate phrasing.

 _That was what he said, wasn't it?_ Oh god, she wants the ground to open up and swallow her but it doesn't and she's left with little choice but to push on, take aim and hope her subconscious has retained something that will help. Bouncing on her feet -because that's what they all do in the movies- she swings hard into the bag and is surprised when the chain rattles loudly above them.

Whatever she just did... it worked.

" _Wow_."

"Better-" he confirms, folding his arms over his chest, "now... try it again." He doesn't want to tell her that she looks adorable or that the 'butter wouldn't melt in my mouth' look of pride has his stomach doing somersaults. That might work on him but it's not going to stop the next madman that's out gunning for blood and if it does, that possibility scares him even more.

She nods, turning back to the bag and pursing her lips in concentration. If nothing else he's taught her that paying attention and avoiding distractions is key. Which in theory should be fine, so long as she never has to go up against someone bearing any physical resemblance to Oliver Queen.

Then she might just find herself totally screwed.


	2. Lesson two: land on your feet

The second time he catches her training he _literally_ catches her and it takes him a good few seconds before his brain catches up with his body.

Only a moment ago he was sauntering in with a coffee and gym gear. Now the bag is strewn somewhere behind him -no doubt soaked- and Felicity is in his arms clutching onto his neck for dear life. He can feel his pulse racing, a reaction to the sudden burst of adrenaline and he takes a deep breath glancing up at the Salmon Ladder. The bar is still wedged against the highest rung and it takes him another minute to fully process what he's walked into.

"Do not tell me you were trying to do what I _think_ you were doing?"

She flinches at the anger in his tone, screwing her eyes shut and burying her head further into his neck.

"Okay, I won't..." the sentence is muffled and he shifts her against his chest evening out the weight in his arms. He's angry and even though he knows it stems from fear he can't stop a frustrated sigh from pulling at his mouth. If he hadn't walked in right when he did she could have been seriously hurt.

"What were you thinking?"

"I wasn't," she lifts her head, drawing her lips together in a pout. Strictly speaking she was. In fact right before she slipped she'd been thinking about how easy he made it look and how the effort to get up to the top clearly hadn't translated well in real life. Even just climbing the empty rungs had completely taken it out of her. "I just wanted to see if I could do it. You hardly even break a sweat and I thought, I don't know... I just wanted to give it a try."

He's not sure if the hidden compliment is an attempt to sway his anger but he feels himself slowly start to relax. Admittedly he's distracted by her flushed cheeks and bright gaze but she's okay, that's the most important thing and he reluctantly drops his hand letting her slide down. "The idea of training is to keep you safer, not land you in hospital... and for the record I _do_ break a sweat."

"Duly noted and appreciated." She offers him an awkward smile before glancing up at the bar.

It's higher than she remembers and a sickly feeling starts to creep into to the pit of her stomach. She doesn't know if it's delayed adrenaline or fear kicking in but she suddenly misses the warmth and comfort of his body pressed against her. The realization of how far she _would_ have fallen making her head swim. "Oh, wow..."

He watches her pale, his tone tight with worry as he reaches out a hand to steady her, "you okay?"

She nods but can feel herself starting to gag on dry air and and her mouth takes off trying to compensate for the rush of nerves, "from now on I'll leave scaling the tall buildings to you... which is probably a good idea cause you know I have this thing with heights, how they sort of make me want to throw up... not that I'm going to throw up right now cause I wasn't really up that high but you get the idea, I think. You get it right cause-"

" _Hey..."_ he pushes his hand up to her jawline, concern bubbling in his throat as he meets her gaze, "it's okay, I'm here." Her slight trembling stalls under his touch and a small reassuring smile crosses his lips. "I'm here," he presses again, "you're safe."

She calms down almost immediately and rolls her head against his palm feeling an embarrassed flush tickle her cheeks. "Sorry... acrophobia. You're right, I don't know what I was thinking."

"Uhuh..."

It's all he can manage as he stretches his fingers up to push the stray hairs back behind her ear. He knows it's wrong, that he shouldn't be encouraging the attraction between them but right now it's not about testing their relationship. It's about the quickened pulse skipping beneath his hand, the warmth radiating from her skin and the fact she's standing in front of him uninjured, not lying hurt and alone on the floor of his workspace.

The silence starts to grow between them and he reluctantly pulls back, feeling a sharp stab of regret as he moves away from her.

"Why don't you start with something a bit simpler?"

"Mmmhmmm." She's still in a daze and willing to agree to anything especially when he lifts his arms raising his shirt above his head. Her eyes widen slightly and she's grateful he has his back turned because she can't tear her gaze away from his flexing muscles as they pull on the empty rungs. Again he's making it look like no effort at all and when he drops to the ground, bar in hand, her lips pull into a flustered smirk. "See I told you, no sweat... show off."

A low laugh catches the back of his throat but he doesn't take the bait instead turning to fix the pole so it's set just above eye level. Too short for him but the perfect height for her. "I want you to try chin ups instead."

He takes a step back allowing her to stand in-between himself and the bar and when she's in position he closes the gap again, gently grasping her arms and stretching them up to the beam. She instinctively curls her hands around the smooth metal, clutching on for dear life and he doesn't know if it's because she's still afraid of the ladder or if it's because she can feel the heat simmering between them.

He should know better but he can't stop his mind from inviting in images of her pinned up like this against a wall, his hands running down every inch of her-

" _Oliver_?"

Her voice snaps him back to reality and he clears his throat, brushing his fingers deftly over her knuckles, "not so tight, you want to relax your grip and ease yourself up."

He edges back because he needs to, not just so she has the freedom to move but so that he's not tempted to act on the thoughts he's having.

"Ease up," she mummers the instruction, letting her arms take the full weight of her body.

It's impossibly hard and she doesn't make it all the way, falling short a few inches from her goal. Her muscles are still aching from her earlier climb and she's about to give in and call it when his strong hands suddenly hoist her up. She automatically latches onto the bar and this time uses his support to pull herself up over the top. It's still not easy but it's at least possible and she does five more before he lowers her back down to the ground.

"Better-" he says, repeating the word that's fast becoming their mantra, "thirty seconds off then we go again."

He can see she wants to quit but instead of admitting it she nods and a small well of pride replaces the inappropriate urges flittering through his mind.

If she can make it through this then so can he.

And besides... he has a nice long, _freezing_ cold shower waiting as incentive.


	3. Lesson 3: focus is key

The third time she catches him by surprise and it reinforces his lesson about always staying focused.

Not that _any_ man would have blamed him.

Pressed up snugly against her back, one arm wrapped tightly around her chest, with his head resting against her cheek... he couldn't help but be slightly distracted.

He was just getting ready to explain to her what to do next, willing his own body not to react to hers, when she caught him completely off guard and sent him hurtling to the floor. The spot he's been lying in for the last ten seconds trying to catch his breath.

"Oh my god, I am so _so_ sorry! I've been reading about moves on the internet and I swear I didn't think that would even work. Are you okay, did I hurt you?"

He stares up at her from the mat finding her panic almost amusing. In hindsight maybe he should be bothered or even a little embarrassment but he isn't. She's learning and he's proud of her for that which spurs a quick recovery and he jumps to his feet flashing her a small smile, "only you could research self-defense and actually learn something from it-" he rubs his hip as he moves to stand in front of her, allowing a fair amount of distance between them. "I think I've been going too easy on you."

She doesn't like the mischievous glint in his eye and hesitates as he uses his hand to signal her forward. "I want you to tackle me-" he explains, standing casually as if he's asking he's asking her to run a computer simulation. "Don't hold back... run straight at me."

A sigh pulls from her lips as she contemplates the instruction. She's glad he's okay but it feels like a trap, some sort of misguided payback and she's reluctant to participate. "Are you sure?"

He nods his head in conformation and she shakes herself safe in the knowledge that -whatever is about to happen- he won't let her get hurt. It's a small consolation prize, one she holds onto it as she tenses and breaks out into a run. She's about to tackle him when he intercepts the move and before she can figure out what's happened she's on her back, her body trapped beneath the weight of his with her wrists pinned above her head. The only thing she can do is glare up at him as she tries to catch her breath, "was I supposed to... learn something from that?"

"Honestly, that was mostly for show." He grins at the annoyed pout but her full lips quickly draw another reaction from him and the amusement turns into something more heated... the response exasperated by her squirming beneath him. He swears she's doing it deliberately and swallows a low growl as he pushes himself up extending his hand down to her.

She accepts the offer biting her lip at the tension straining his muscles. At first she thought she was imagining things, that he couldn't possibly be turned on by their lessons but when he pulls her -a little too roughly- and she stumbles against his chest there's no mistaking the desire pooling in his gaze. For the first time it becomes abundantly clear that she's causing the reaction and her cheeks blush in response, a nervous smile playing on her lips, "now what?"

"Now we try that in reverse."

He can practically feel the heat radiating from her flushed uncertainty and it takes all of his self-control not to act on the impulse to kiss her. He knows he's playing with fire, that it's only going to get worse if he indulges it but being this close is like an addiction. He can't get get enough of her and honestly... he doesn't want it to.

"I'm going to rush you."

"No, no, _no-_ " her senses come flooding back and she protests holding up her arms, "I have no idea what I'm doing and maybe you think I'm ready for this kind of thing but I really don't feel ready. Not that I don't trust you, cause I do. It's _just_ -"

"Felicity, _relax,_ " he captures her flailing hands, holding them close to his chest. "I'm not going to make you do anything you're not comfortable with but I know you can do this. It's just like before except instead of using your weight to lift me you use my weight to flip yourself. We can go through it slowly... as many times as you want."

She steels a deep breath and gives a slight nod reluctantly agreeing to listen.

"I want you to hold under here-" he guides her fingers into position, waiting for her to loosely grasp his forearms. It's only a reenactment but the placement is important and he gives a gentle tug making sure she has the right grip, "g _ood_... now, you want to pull me forward and drop into a side roll using the momentum to swing yourself on top of me."

She has no idea how she's supposed to do that especially in slow motion but she starts by tugging him closer, her brain struggling to process the next steps as the space between them becomes void.

"Ok, I can do this. I like being on top..." she's half talking to herself when she realizes the words have slipped out and she flusters, quickly trying to backtrack, "on top but not in _that_ kind of way. Well, sometimes in that kind of way... which is _so_ not the point because I'm betting you don't get many complaints in that department-"

She slams her mouth shut, forcing air passed the lump in her throat, "I'm just going to shut up and get on top of you now... in a totally 'not that kind' of way."

Her embarrassment makes it impossibly hard to concentrate but she does her best urging him down and trying to imagine what the weight would feel like if it was all happening in real time. It sort-of works and the moment her knees skim the mat she turns using the 'imaginary' momentum to flip him. He complies with the direction and she straddles him, going over it in her mind and trying to figure out how the whole thing should piece together.

He waits patiently, swallowing roughly as the pressure on his hips threatens to drive him crazy. She's lost in her own world, analyzing and doing whatever it is 'she does' to solve puzzles but there's only so much he can take.

 _Why the hell did he say they could do this until she's comfortable with it?_ Clearly that was a mistake.

This whole thing is a mistake because now he's stuck beneath her taunted by images of what her legs would feel like wrapped around his waist and he's not sure he can take it much longer.

" _Felicity_?"

"Yup?" She glances down at him confusion painting her expression. He looks like he's in pain and she quickly jumps off him, offering her hand to help him up, "are you okay? I didn't hurt you did I?"

"No, sorry... just cramp." The lie is flawless and it removes her guilt which is really all he cares about. That and getting his adrenaline kick-started. Anything to take his mind off her legs and exactly where he wants them positioned right now. "You ready?"

She wants to say no but his confidence in her motivates a different response and she turns taking her place at the end of the mat. When she faces him again he's already in position and she swallows giving a nervous nod.

She can do this.

She can-

He runs at her and _oh-god-she's-terrified._

A thousand thoughts flash through her mind and she grabs his arms but the momentum sends her crashing backwards, pulling his weight down on top of her as his hand winds around her back. It takes the brunt of the impact but she still screws her eyes shut as they land with a muffled thud against the mat.

"Are you okay?"

His voice is laced with concern and she blinks slowly, surprised to find that she is.

" _Yeah,_ I think so..."

The fingers wedged beneath her back don't falter and it takes her a moment to realize that his other hand is supporting his full weight, keeping him elevated a few inches above her. Somehow he's managed to catch himself and break her fall.

Well... not somehow.

She can see his arm muscle flexing out of the corner of her eye and she swallows sharply resisting the urge to comment on it. "I'm okay."

" _Good-_ " he slides his hand from beneath her and and pushes up on the balls of his feet. He needs to keep them moving because if he doesn't he's going to give in to the desire burning through his veins and he's doing this to help her, not put her in more danger.

"Ready to try again?"

She's still high from the adrenaline rush and can only manage a nod, her legs shaking as she accepts his arm and retakes her position. It should be less intimidating the second time round but it isn't and the only difference is, that when he lunges, she forces herself _not_ to think.

Instead she relies on instinct and grabs his arm trying to use the momentum to roll her herself on top of him. It doesn't work. She overshoots the mark and winds up back beneath him, panting in order to catch her breath.

He's breathing heavily as well but takes their weight with ease allowing himself to linger in the moment. Her eyes are bright, her lips begging him to give in to temptation but he doesn't. Whatever is happening between them he needs to be sure and as difficult as it is to pull himself up he knows he needs to think about this before acting.

"Better," he confirms, swallowing roughly as helps her to her feet. He doesn't know if he's deliberately trying to torture himself but he takes his position again, repeating their mantra, "now... let's do it again."

He's never been confident in his emotions or his own ability to change but he's learning along with her. Progressing their relationship, taking that next step is all still up in the air but right now there's one objective he _is_ sure of; that he needs her safe.

Whatever the cost to his sanity.

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 **AN: Thank you for the reviews, they make my day! Sorry if this one is a little rough, it's late and I was meant to go to sleep an hour ago :P**


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